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The fencing is going up and the foundation is being set: all to get ready for the newest site of the Brooklyn Flea Market on the Williamsburg waterfront.

"It's very exciting for us. We're expanding," said Brooklyn Flea Co-Founder Eric Demby.

It's about an acre in size and starting this Sunday it will be filled with some 120 vendors. It will be the third location where the three year old Brooklyn Flea operates. In the winter it's housed on the ground floor of One Hanson Place -- the former Williamsburg Savings Bank building. There's also an April to November setup in the schoolyard of Bishop Loughlin High in Fort Greene. The flea's co-founders say the new waterfront site will feature an eclectic mix with a scenic backdrop.

"There's going to be a lot of flea favorites from Fort Greene but we're also making an effort to bring in folks who make local produce here. So I think it'll evolve," said Brooklyn Flea Co-Founder Jonathan Butler.

Brooklyn Flea operates on weekends and has drawn a steady crowd with its vintage collectables, handmade crafts and food offerings. It's now even attracting high profile vendors.

"Some pretty well known chefs like Momofuku Milk Bar and their staff have a booth here with all kinds of interesting stuff they make," said Demby. "The guys from Saul in the Vanderbilt have a new sausage company and they're going to have great homemade sausages."

The Williamsburg spot between North 6th and 7th Streets is owned by developers of The Edge condominium complex. They have two buildings completed on the waterfront and plans to eventually construct another on the site. But for now, they've invited the Brooklyn Flea to keep the site active.

Flea founders hope that once Water Taxi service comes to the adjacent pier in June, the place will be buzzing with activity.

The Brooklyn Flea runs in Williamsburg from April through November.